Terms and Conditions for Carriers

TERMS OF SERVICE AGREEMENT FOR CARRIERS

This Terms of Use of Service Agreement governs the access or use by you (herein referred to as “Carrier”) of applications, websites, content, products, and services (herein referred to as the “Services”) made available on the internet as “software as a service” (SaaS) on the registered domain name “haulageexchange.ng” (herein referred to as “HaulageExchange”), by Omeja Golden Investments Limited (herein referred to as “Omeja”), a limited liability company duly registered with the Corporate Affairs Commission ( CAC) of Nigeria (with registration number “RC: 6342928” ), having its offices at Block 14, suite 4 & 5, O'dua International Model Market Complex, Behind Wema Bank, Ojota, Lagos, Nigeria.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

THESE TERMS OF USE OF SERVICE AS REVISED BY OMEJA IN ITS SOLE DISCRETION FROM TIME TO TIME SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SERVICE AS A CARRIER. BY ACCESSING OR USING THE SERVICE, YOU ARE ACCEPTING THIS AGREEMENT, ON BEHALF OF YOURSELF OR THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT, ON BEHALF OF YOURSELF OR THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT. YOU MAY NOT ACCESS OR USE THE SERVICE OR ACCEPT THIS AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD.

IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE.

HAULAGEEXCHANGE IS NOT A CARRIER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE TAKEN TO IMPLY HAULAGEEXCHANGE IS A CARRIER, OR THAT HAULAGEEXCHANGE IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A CARRIER. HAULAGEEXCHANGE HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR CARRIER SERVICES PROVIDED TO ANY SHIPPER OR ANY OTHER PARTY USING THE SERVICES.

1. SERVICES

1.1 Subject to the terms of this Agreement, Omeja will use commercially reasonable efforts to provide and maintain HaulageExchange, an online and mobile platform to connect Carriers with Shippers for the transportation of cargo whereby Shippers are able to submit requests for transportation to Carriers. Carriers can accept such requests and all transport movements can be tracked.

1.2 HaulageExchange does not evaluate the appropriateness, legality, regulatory compliance, quality or the ability of any Shipper or shipped items booked through the HaulageExchange platform. Omeja makes no warranty regarding the same.

1.3 Omeja is not responsible for any Shipment terms entered into between Carrier and Shipper. Once HaulageExchange accepts a transport request from Shipper, the request will be posted to the Service provided on HaulageExchange platform. Shipper may cancel a request at any time prior to a Carrier accepting it. A Carrier may view a list of the requests available on HaulageExchange platform at any time and accept a request through services provided on HaulageExchange platform. Once a Carrier accepts a request, Carrier will be assigned to perform transportation services related to the request. Upon a Carrier’s acceptance, HaulageExchange will notify shipper that the request has been accepted. Omeja does not guarantee that attempts by Carrier to accept the shipment will be successful.

1.4 You shall not name HaulageExchange as shipper or consignee on shipment documentation. Omeja is not responsible for any Shipment terms entered into between you (as a Carrier) and a Shipper through the HaulageExchange platform.

1.5 As part of the registration process, Carrier will be assigned an administrative username and password for access on HaulageExchange platform. Omeja reserves the right to refuse registration of, or cancel passwords it deems inappropriate on the HaulageExchange platform.

1.6 Transport fees stated on HaulageExchange platform and agreed to by your acceptance of Shipments as a Carrier include the following; transportation of the cargo from origin to destination, all fuel costs, taxes and levies, tolls, ferry charges or other expenses related to the operation or maintenance of your equipment; and any other specialized services or equipment contemplated in the load tender including, but not limited to amounts for refrigerated trailers, lift-gate provision, loading and unloading, etc.

1.7 On completion of a shipment, you shall post to the HaulageExchange platform via the app, a proof of delivery signed by the authorized recipient within 24 hours of delivery.

1.8 HaulageExchange provide mapping via webpage and mobile app, such routing information is not instructional or mandatory and the carrier is advised to use their own routing expertise and services.

2. USER CONTENT

2.1 User content includes the information provided by You as a Carrier in shipping request or acceptance. User content also means all data, textual, audio/visual, ratings and reviews that You as a user submit to HaulageExchange platform by using the service.

2.2 You acknowledge and agree that you are solely responsible for all User Content that you make available through HaulageExchange platform. Accordingly, you represent and warrant that your User Content does not violate any provision of this agreement. You represent and warrant that you either are the sole and exclusive owner of all User Content that you make available through the HaulageExchange platform or you have all rights, licenses, consents and releases that are necessary to grant to Omeja the rights in such User Content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by HaulageExchange or Omeja. You acknowledge and agree that neither Omeja nor HaulageExchange is responsible for any loss or damage resulting from anyone’s use or reliance on User Content and Omeja makes no guarantees regarding the accuracy, completeness, suitability, or quality of any User Content, and assumes no responsibility for any User Content.

3. CARRIER’S RESPONSIBILITIES AND RESTRICTIONS

3.1 You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”) provided on HaulageExchange platform; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Omeja or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to you for use on your premises or devices, Omeja hereby grants you a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

3.2 You represent, covenant, and warrant that you will use the Services only in compliance with HaulageExchange’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You hereby agree to indemnify and hold Omeja harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although Omeja has no obligation to monitor your use of the Services provided on HaulageExchange platform, Omeja may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3.3 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services provided on the HaulageExchange platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

3.4 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between You and HaulageExchange, constitute you an agent for HaulageExchange, or authorize You to make or enter into any commitments expressed or implied for or on behalf of HaulageExchange or Omeja. You confirm You are acting on your own behalf and not for the benefit of any other person.

3.5 Carrier enters into this agreement as and shall continue to be, an independent contractor. All Services shall be performed only by carrier and carrier’s employees. Under no circumstances shall carrier, or any of carrier’s employees, look to Omeja or HaulageExchange as his/her employer, or as a partner, agent or principal. Neither carrier nor any of carrier’s employees shall be entitled to any benefits accorded to Omeja’s employees, including without limitation worker’s compensation, disability insurance, vacation or sick pay. The carrier shall be responsible for providing, at carrier’s expense, and in carrier’s name, unemployment, disability, worker’s compensation and other insurance, as well as licenses and permits usual or necessary for conducting the Services.

4. PROPRIETARY RIGHTS AND CONFIDENTIALITY

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Omeja includes non-public information regarding the site, mobile app, features, functionality, patents, computer software and servers that provide the performance of the Service available on the HaulageExchange platform. Your proprietary Information includes non-public data provided by You to Omeja, through HaulageExchange, to enable the provision of the Services (“Your Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4.2 You as the Carrier shall own all right, title and interest in and to Your Data, as well as any data that is based on or derived from Your Data and provided to You as part of the Services provided on the HaulageExchange platform. Omeja shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services on the HaulageExchange platform or support, and (c) all intellectual property rights related to any of the foregoing.

4.3 Notwithstanding anything to the contrary, Omeja shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services provided on the HaulageExchange platform and related systems and technologies (including, without limitation, information concerning Your Data and data derived therefrom), and Omeja will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services provided on the HaulageExchange platform and for other development, diagnostic and corrective purposes in connection with the Services and other Omeja offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4.4 All trademarks, service marks, logos, trade names and any other proprietary designations of HaulageExchange used herein are trademarks or registered trademarks of Omeja. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

5. SUBCONTRACTORS

5.1 THE CARRIER MAY NOT SUBCONTRACT OR OTHERWISE DELEGATE THE PERFORMANCE OF THE SERVICES OR ANY PART THEREOF TO A THIRD PARTY WITHOUT THE WRITTEN PERMISSION OF OMEJA (GRANTED THROUGH HAULAGEEXCHANGE) AND THE SHIPPER.

5.2 Notwithstanding clause 5.1, the Carrier shall:

5.2.1 Always remain the first carrier under this agreement and in relation to all Shipments; and

5.2.2 Not subcontract or otherwise delegate the performance of the Services to any third party that is set out on the Prohibited List.

6. INSURANCE

6.1 During the term of this agreement the Carrier shall maintain in force such cargo insurances and relevant thresholds stipulated by the Shipper and relevant laws of the Federal Republic of Nigeria.

6.2 Notwithstanding clause 6.1, the Carrier will obtain and maintain enhanced insurance policies in relation to a Shipment at the express written request of Omeja or HaulageExchange for the duration of that Shipment and failure to do so will be deemed to be a material breach of this agreement.

6.3 The Carrier shall, at any time and on Omeja’s request, produce the insurance certificate giving details of cover, a schedule of insurance and the receipt for the current year’s premium.

6.4 You hereby agree that you shall remain “first carrier” irrespective of whether you subcontract the Services to a third party or not.

6.5 You confirm that during the term of this agreement you shall maintain in force auto, employee and public insurances with an insurance company, acceptable to Omeja and HaulageExchange.

6.6 You will ensure Omeja is provided notice of cancellation or modification of any insurance required under this agreement at least 30 days in advance of any cancellation or modification of the required insurance.

6.7 YOU WILL NOT PROVIDE SERVICES UNDER THIS AGREEMENT AT ANY TIME THAT YOU ARE NOT IN COMPLIANCE WITH THESE OBLIGATIONS RELATED TO INSURANCE.

7. NON-SOLICITATION

7.1 You shall not book shipments with any shipper, nor pursue any business you first became aware of through the HaulageExchange platform, for 3 years after the termination of your account with HaulageExchange. Omeja reserves the right to terminate your Account or this Agreement in its sole discretion for a breach or suspected breach of this Section.

8. LOCATION INFORMATION

8.1 Location data provided on the HaulageExchange platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is required or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage, or other loss. Omeja and content providers on HaulageExchange platform, does not guarantee the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services provided on the HaulageExchange platform, whether provided by Omeja, HaulageExchange, third party content providers, or Users.

8.2 Geolocational data that you upload, make available, or post on the HaulageExchange platform may be accessible to certain Users of the Services. You assume any and all risk of providing such data to other Users of the Services.

9. THIRD PARTY SITES

9.1 The content of other websites, services, goods or advertisements that may be linked to this website is neither maintained or controlled by Haulageexchange nor Omeja. Omeja is therefore not responsible for the availability, content or accuracy or privacy practices of other websites, services or goods that may be linked to, or advertised on, the HaulageExchange platform.

9.2 Where webpages on the HaulageExchange platform contains hyperlinks to websites operated by third parties these linked websites are not under the control of HaulageExchange or Omeja and Omeja is not responsible for the contents of any linked website. HaulageExchange provides these hyperlinks to you for convenience only and the inclusion of any link does not imply any endorsement of the linked website by HaulageExchange or Omeja. You link to any such website entirely at your own risk.

10. FEES AND PAYMENT TERMS

Freight charges stated on HaulageExchange platform include the following; transportation of the cargo from origin to destination, all fuel costs, taxes and levies, tolls, ferry charges or other expenses related to the operation or maintenance of your equipment; and any other specialized services or equipment contemplated in the load tender including, but not limited to amounts for refrigerated trailers, lift-gate provision, loading and unloading, etc.

You agree that you are responsible for the payment of all taxes and levies, which you may be liable for in any jurisdiction arising from your use of the Service or while transporting shipments. Omeja is not responsible for collecting, reporting, paying, or remitting to you any such taxes or levies.

10.1Payment of Taxies and Levies:

You agree that you are responsible for the payment of all taxes and levies, which you may be liable for in any jurisdiction arising from your use of the Service or while transporting shipments. Omeja is not responsible for collecting, reporting, paying, or remitting to you any such taxes or levies.

10.2General Payment Terms:

10.2.1 In consideration of the provision of the Services by the Carrier under this agreement, Omeja, on receipt of undisputed proof of delivery (POD) documentation shall pay the relevant charges to the Carrier in relation to the Shipment, regardless of whether Shippers pay Omeja for services provided through HaulageExchange platform. In exchange for this guarantee of payment, you as the Carrier shall not invoice or otherwise attempt to collect any amounts related to services provided with respect to any Shipment from any Shipper or any other third party; Carrier shall look solely to Omeja for payment of freight charges hereunder.

10.2.2 You hereby waive any right you may otherwise have to proceed or commence any action against any Shipper for the collection of any freight bills arising out of transportation services hereunder. Furthermore, Carrier waives any and all lien rights with respect to any Shipment and if any lien is claimed with respect to any such Shipment by Carrier or a third party to which Carrier tenders such Shipment, Carrier shall immediately take such action as is necessary to satisfy such lien.

10.3Upfront Payments:

10.3.1 To enable Carrier fulfil its obligations to the Shipper with convenience, Omeja may, in its sole discretion, offer to Carrier advanced payments up to 60% of freight costs agreed by Shipper and Carrier on the HaulageExchange platform. Advanced payments made to you as the Carrier becomes a debt which must be paid back to Omeja in full without deductions, in the event that you are unable to deliver the shipment to the consignee in accordance with the terms agreed with the Shipper. You as the Carrier, is assumed to have paid back this debt in full when you present an undisputable proof of deliver document (POD) for the shipment in concern, to Omeja, through the HaulageExchange platform.

10.3.2 You hereby agree to remit back to Omeja’s account the full amount paid to you in advance within 72 hours of accepting the upfront payment, if unable to present to Omeja, an undisputable proof of delivery to show that shipment has been delivered, in accordance with terms agreed with the Shipper. Unpaid amounts are subject to a finance charge of 3% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

10.3.3 Omeja may, at any time, with prior written consent from the Carrier (such consent not to be unreasonably withheld, delayed or conditioned), set off any liability of the Carrier to Omeja against any liability of Omeja to the Carrier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, Omeja may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Omeja of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

11. PUBLICATION OF INFORMATION & FEEDBACK

11.1 Omeja is permitted to identify you as a customer or user of HaulageExchange and to publish your name and logo on HaulageExchange’s website and in any other marketing materials.

11.2 Feedback and suggestion. If you provide Omeja with any feedback, ideas or suggestions regarding the Services provided on the HaulageExchange platform (“Feedback”), you hereby assign to Omeja all rights in such Feedback and agree that Omeja shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.

12. TERMS FOR TERMINATION OF AGREEMENT

12.1 This Agreement will remain in full force and effect while you use the Service provided on the HaulageExchange platform.

12.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment) if the other party materially breaches any of the terms or conditions of this Agreement. You will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Omeja will make all Your Data available to you for electronic retrieval through the HaulageExchange platform for a period of thirty (30) days, but thereafter Omeja may, but is not obligated to, delete Your Stored Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

13. WARRANTY AND DISCLAIMER

Omeja shall use reasonable efforts consistent with prevailing industry standards to maintain the Services provided on the HaulageExchange platform in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Omeja or by third-party providers, or because of other causes beyond Omeja’s reasonable control, but Omeja shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, OMEJA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND OMEJA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, OMEJA AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OMEJA’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU (THE SHIPPER) TO OMEJA (THROUGH HAULAGEEXCHANGE) FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT OMEJA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Omeja’s prior written consent. Omeja may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Omeja or HaulageExchange in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Federal Republic of Nigeria without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and You otherwise agrees to reasonably cooperate with Omeja to serve as a reference account upon request.

16.HEADINGS

Headings used in this agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. If you have any questions about this Agreement, please contact Omeja through the support channels provided on the HaulageExchange platform.